Exhibit h(1)(c)
AMENDMENT NUMBER 2 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment, dated as of May 14, 2003 is made to the Transfer Agency and
Service Agreement dated September 11, 2000 (the "Agreement") between AIM Advisor
Funds (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to Article 11
of the Agreement.
WHEREAS, the Fund and AFS desire to amend the Fee Schedule of the Agreement to
reflect minor revisions, and in accordance with Article 11 of the Agreement,
have agreed to execute this amendment to evidence such amendment.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. The Fee Schedule is hereby deleted in its entirety and replaced with the
following:
"1. For performance by the Transfer Agent pursuant to this Agreement,
the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent an annualized fee for shareholder accounts that are
open during any monthly period as set forth below, and an annualized
fee of $.70 per shareholder account that is closed during any
monthly period. Both fees shall be billed by the Transfer Agent
monthly in arrears on a prorated basis of 1/12 of the annualized fee
for all such accounts.
PER ACCOUNT FEE
FUND TYPE ANNUALIZED
--------- ----------
Class A, A3, B, C and R
and AIM Summit Fund
Non-Daily Accrual Funds $15.20
Class A, A3, B, C and R
Monthly Dividend and
Daily Accrual Funds $16.20
AIM Floating Rate Fund $17.60"
2. Investment Credits
The total fees due to the Transfer Agent from all funds affiliated
with the Fund shall be reduced by an amount equal to the investment
income earned by the Transfer Agent, if any, on the balances of the
disbursement accounts for those funds.
3. Out-of-Pocket Expenses
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses relating to the procurement of the following
goods and services, as they relate to the performance of the
Transfer Agent's obligations set forth in Article I of the
Agreement, including, but not limited to:
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- Remote access, license and usage charges paid by the Transfer
Agent for use of shareholder record keeping and related
systems provided by DST Systems, Inc., and used by the
Transfer Agent to service Shareholder accounts, including but
not limited to:
- TA2000 --Registered Trademark--, the recordkeeping
system on which records related to most Shareholder
accounts will be maintained;
- TRAC2000 --Registered Trademark--, the recordkeeping
system on which records related to Shareholder accounts
held by and through employer-sponsored retirement plans
are maintained;
- Automated Work Distributor --Trademark--, a document
imaging, storage and distribution system;
- Financial Access Network, a computer system and related
software applications which will provide the necessary
interfaces to allow customers to access account
information residing on the TA2000 and TRAC2000 systems
through xxxxxxxxxxxxxx.xxx; and
- PowerSelect --Trademark--, a reporting database that
AFS can query to produce reports derived from
Shareholder account data residing on the TA2000 and
TRAC2000 systems.
- Client specific system enhancements.
- Computer terminals, communication lines, printers and other
equipment and any expenses incurred in connection with such
terminals and lines.
- Magnetic media tapes and related freight.
- Microfiche, microfilm and electronic image scanning equipment,
production and storage costs.
- Telephone and telecommunication costs, including all lease,
maintenance and line costs.
- Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record
keeping vendors.
- Duplicating services.
- Courier services.
- Ad hoc reports.
- Programming costs, system access and usage fees, electronic
presentment service fees, data and document delivery fees, and
other related fees and costs paid by the Transfer Agent to
Fiserv Solutions, Inc., which relate to the printing and
delivery of the following documents to Shareholders and to
each Shareholder's broker of record:
- Investment confirmations;
- Periodic account statements;
- Tax forms; and
- Redemption checks.
- Printing costs, including, without limitation, the costs
associated with
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printing certificates, envelopes, checks, stationery,
confirmations and statements.
- Postage (bulk, pre-sort, ZIP+4, bar coding, first class).
- Shipping, certified and overnight mail and insurance.
- Certificate insurance.
- Banking charges, including without limitation, incoming and
outgoing wire charges.
- Check writing fees.
- Federal Reserve charges for check clearance.
- Rendering fees.
- Third party audit reviews.
- Due diligence mailings.
- Proxy solicitations, mailings and tabulations.
- Shareholder information and education mailings, including, but
not limited to, periodic shareholder newsletters and tax
guides.
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities.
The Fund agrees that postage and mailing expenses will be paid on
the day of or prior to mailing. In addition, the Fund will promptly
reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Fund and the Transfer
Agent mutually agree that such expenses are not otherwise properly
borne by the Transfer Agent as part of its duties and obligations
under the Agreement.
4. The fees and credits described in Paragraphs 1 and 2 above shall
first be allocated to the Institutional Class, if any, of such
Portfolio based upon the number of shareholder accounts holding
shares of such Class relative to the total number of shareholder
accounts holding all Classes of shares in the Portfolio. The
Portfolio's remaining fiscal year-to-date fees and credits described
in Paragraphs 1 and 2 above for shareholder accounts holding Class
A, A3, B, C and/or R Class shares of each Portfolio shall be
allocated among such Classes on the basis of fiscal year-to-date
average net assets.
5. Fees payable by the Transfer Agent for Ancillary Services provided
to the Institutional Class, if any, of each Portfolio pursuant to
Section 2.04 of the Agreement shall be allocated to such
Institutional Class. The Portfolio's fiscal year-to-date fees
payable by the Transfer Agent for Ancillary Services provided to the
Class A, A3, B, C and/or R Class shares of each Portfolio pursuant
to Section 2.04 of the Agreement shall be allocated among such
Classes of each Portfolio based upon fiscal year-to-date average net
assets of each such Class.
6. Out-of-pocket expenses incurred by the Transfer Agent in acting as
transfer agent for the AIM Funds Accounts shall first be allocated
among such funds and portfolios based upon the number of shareholder
accounts maintained by the Transfer Agent for such funds and
portfolios. Such out-of-pocket expenses that
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have been allocated to a Portfolio shall be further allocated to the
Institutional Class, if any, of such Portfolio based upon the number
of shareholder accounts holding shares of such Class relative to the
total number of shareholder accounts holding all Classes of shares
in the Portfolio. The remaining amount of the Portfolio's fiscal
year-to-date out-of-pocket expenses shall be further allocated among
the Class A, A3, B, C and R Class shares of each Portfolio based
upon fiscal year-to-date average net assets of each such Class.
7. Specifically identified fees, credits and out-of-pocket expenses
incurred by the Transfer Agent on behalf of one or more, but less
than all, Portfolios or Classes shall be allocated solely to the
affected Portfolios or Classes using the allocation methodologies
described in paragraphs 4, 5 and 6 above.
8. As used in this Fee Schedule, "AIM Funds" shall mean all investment
companies and their series portfolios, if any, comprising, from time
to time, the AIM Family of Funds --Registered Trademark--, and "AIM
Funds Accounts" shall mean shareholder accounts for the AIM Funds."
2. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of
the date first above written.
AIM ADVISOR FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
President
ATTEST:
/s/ Xxx Xxxxxxxx
---------------------------
Assistant Secretary
A I M FUND SERVICES, INC.
By: /s/ Xxxx Xxxxx
---------------------------
President
ATTEST:
/s/ Xxx Xxxxxxxx
---------------------------
Assistant Secretary
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